These end-user terms and conditions ("Terms") of Link Data Center for Data Exchange L.L.C. ("LDC") represent the terms and conditions that govern the relationship between LDC and the Client, upon the Client signs the relevant client work order form of LDC ("Client Work Order Form"). Upon signing the Client Work Order Form, the Client agrees to comply with and be legally bound by these Terms. These Terms constitute a binding legal agreement between the Client and LDC, and an integral and complementary part to the Client Work Order Form. LDC may change these Terms from time to time. The continuity of using the Service by the Client constitutes the Client’s acceptance of such changes. The use of the Service by the Client shall be subject to the current version of these Terms posted on LDC’s Website www.linkdatacenter.net at the time of such use. Accordingly, the Client is advised to regularly check these Terms to view the then-current terms. LDC may notify You by the occurrence of any changes to these Terms. LDC disclaims any liability in the event the Client doesn’t receive LDC’s notice. Upon the expiration/termination of the relevant Client Work Oder Form, these Terms shall expire/terminated automatically and on the same expiration/termination date of the Client Work Order Form.
1) In respect of the Client Work Order Form "Co-location"
1.1) Upon the Client signs the Client Work Order Form “Co-location”, the Client shall be liable to comply with the following terms and conditions:
a) LDC’s Obligations
i)
LDC shall provide the Service in a professional manner and with all reasonable care and skill and, in particular, shall comply with the recognized trade standards in the sector for the Service.
ii)
LDC shall give the Client prior written notice of scheduled maintenance that is likely to affect the availability of the Service or likely to have a material negative impact upon the Service.
iii)
LDC shall have the right to conduct emergency maintenance without sending prior notice to the Client.
b) Client’s Obligations
i)
The Client shall provide LDC with all information and data requested by LDC by supplying accurate and full documents which may be used by LDC for the performance of the Service, within the agreed deadline, and Client shall ensure that its employees cooperate fully with LDC’s staff.
- LDC shall not be liable for all consequences of any delay or un-performance by Client of any of Client’s obligations, and such delay or un-performance shall require the extension of any agreed timeline between Parties.
ii)
The Client shall use all reasonable endeavors, including reasonable security measures relating to the administration of the Account access details, and to ensure that no third party may gain access to the Service or to the Account, unless otherwise the Client will inform immediately LDC in order to remedy such breach.
iii)
The Client shall comply with all guidelines and decisions issued by the competent authorities in respect of the Service.
c) Warranties
i)
Each Party represents and warrants that it is an entity duly incorporated and validly existing in all respects under the laws of its country of incorporation with full power and authority to own its assets and to carry on its business as it is now being conducted.
ii)
Each Party has all necessary consents, licenses, and approvals in connection with the entry into and performance of its obligations under the Client Work Order Form.
iii)
The Client has all consents, licenses and approvals related to the Client’s Data or any other data provided by the Client under the Client Work Order Form, and the Client is totally liable to obtain any past, present, or future consents, licenses and approvals related to the Client’s Data or related to any other data provided by the Client under the Client Work Order Form.
iv)
Without prejudice to any other clause under the Client Work Order Form, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied within five (5) days as of notifying the Client in writing by the non-compliance, unless otherwise is stated by the NTRA. In the event the suspension shall continue for a period more than one (1) weeks, LDC reserves the right to terminate the Client Work Order Form immediately, and all fees paid to LDC in advance shall be non-refundable. The Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
d) Effect of the Client Work Order Form’s Termination/expiration:
i)
Each Party shall immediately deliver to the other Party all of that Party’s Propriety Information that are in its possession or under its control without the retention of any copies, notes or excerpts and unless instructed by the other Party in writing to destroy all or any part of such Materials, in which case such party shall immediately destroy the Materials as to which such instruction is given.
ii)
Unless otherwise expressly indicated under these Terms and/or the Client Work Order Form, the Parties shall cease to use the intellectual property right of the other Party and cease to use all rights under these Terms and the Client Work Order Form.
e) Confidentiality
i)
Proprietary Information shall include with no limitation all or part of either Party’s ("Disclosing Party") data, ideas, knowledge, techniques, designs, drawings, drafts, samples, databases of any kind, as well as technical, financial, commercial or industrial information, papers, books or any other business secret related to the Client Work Order Form, be it oral, written, in magnetic means or any other computer device, or graphic of any kind of documents or technology disclosed directly by the Disclosing Party to the other Party ("Recipient").
ii)
Proprietary Information shall not be the information that is (a) In the event the Recipient obtains written consent from the Disclosing Party which relieves the Recipient of the obligation of confidentiality, (b) In the event the Recipient obtains the information on a date prior to Disclosure of the information by the Disclosing party, (c) in the event that such information becomes available to the public without the Recipient breaching its obligation of confidentiality.
iii)
In the event the Client Work Order Form and/or the Proprietary Information are required by law, competent authority or a court order to be disclosed, provided that the Recipient, before disclosure, will give the Disclosing Party, where practicable, prompt notice of the receipt of such requirement in order to permit the Disclosing Party to seek to interpose an objection or obtain an order preventing or affecting such disclosure of its Proprietary Information and/or the Client Work Order Form.
iv)
The Recipient shall not disclose the Proprietary Information to any third party and shall be responsible for the safekeeping of and ensure the confidentiality of the Client Work Order Form and all the Proprietary Information of the Disclosing Party and shall use such Proprietary Information solely for the purpose of the Client Work Order Form. The Recipient shall return or destroy the Proprietary Information of the Disclosing Party upon the termination or expiration of the Client Work Order Form, or before that if the Disclosing Party requests that.
v)
The Proprietary Information may be revealed by the Recipient to its managers, employees, lawyers, consultants and\or accountants, only on a need-to-know basis and as necessary for the fulfilment of the obligations of the Recipient under the Client Work Order Form; notwithstanding this, the Recipient shall be responsible to ensure compliance by such individuals who shall be bound by confidentiality obligations arising out of these Terms.
- If applicable, LDC reserves the right to disclose the Client’s Proprietary Information to GPX solely for the purpose of providing the Service to Client. The signature of the Client on the Client Work Order Form shall be deemed as an acceptance to such disclosure.
vi)
In the event the Recipient violates this article, the Recipient shall indemnify the Disclosing Party from all damages and claims resulting from such violation.
vii)
The Recipient agree to keep the confidentiality of the Disclosing Party’s Proprietary Information for the duration of the Client Work Order Form, any Renewal Term(s) thereto, if applicable and shall survive and continue to apply after the termination of the Client Work Order Form for a period of one (1) year.
f) Indemnifications
i)
Each Party shall fully indemnify ("Indemnifying Party") and hold the other Party ("Indemnified Party") harmless, from all and any direct losses, claims, demands, suits, actions of any nature, infringement of copyrights, electronic crimes, hacking, all costs, and expenses, arising directly from or in connection of any aspect related directly to the Client Work Order form which result from breach, fraud, gross negligence or willful misconduct of its actions.
ii)
The Indemnifying Party at its owns expense, shall bear direct costs and losses resulting from its unlawful acts, infringements, in addition to any other rights and remedies as mentioned herein and/or stated by law.
iii)
The Indemnified Party shall (i) promptly notify the Indemnifying Party of all claims it becomes aware (provided that the failure or delay in providing such notice shall not relieve the Indemnifying Party’s obligations) and (ii) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of all Claims. The Indemnified Party(s) agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of all claims; provided, however, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on the Indemnified Party without its prior written consent.
g) Limitation of Liability
i)
Nothing under the Client Work Order Form shall operate to exclude or limit either Party's liability for:
- Death or personal injury caused by a Party's gross negligence or willful misconduct.
- Any other liability that cannot by law be excluded.
- Breach of either Party intellectual property rights and/or confidentiality obligation by the other Party.
ii)
The maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client under the Client Work Order Form during the last six (6) months that come before the occurrence of liability.
- In the event the precedent period is less than six (6) months, the maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client during the period that comes before the occurrence of liability.
iii)
The maximum amount of liability of the Client towards LDC shall not exceed the total amount paid by the Client under the Term of the Client Work Order Form.
iv)
Neither Party shall be liable to the other Party for any special, consequential, or indirect loss including loss of profit, loss of revenue, loss of data, loss of technology, even if the Party knew they were possible.
v)
For the avoidance of doubt, downtime caused, directly or indirectly, to the Service due to any of the following shall not be considered an Event of Default, and consequently LDC shall not be liable to compensate the Client:
- Scheduled or Emergency maintenance, unless the Service provided to the Client include disaster recovery side;
- a reason beyond the control of LDC; and
- unauthorized alteration of the Service by the Client.
h) Intellectual Property Rights
i)
Nothing contained in the Client Work Order Form shall be interpreted as a transfer of LDC’s intellectual property rights to Client.
ii)
Without prejudice to any other clause under the Client Work Order Form/these Terms, LDC reserves the right to use the trade name, trademark and logo of the Client on LDC’s portfolio during and after the Term of the Client Work Order Form. The signature of the Client on the Client Work Order Form shall be deemed as an acceptance to such usage.
iii)
Client retains all rights, titles and interest in and all intellectual property rights of (i) the Client’s Data and (ii) all information provided by the Client under the Client Work Order Form. The Client shall be liable of any lawsuits and claims that may arise from third parties in respect of the Client’s Data without any liability on LDC.
iv)
Client shall use the Service solely on a non-exclusive basis and for its own business purpose, and shall not use, rent or sell the Service to any third party. Unless otherwise the Client shall indemnify LDC for any unauthorized use of the Service.
v)
Parties agree that the Hardware used under the Client Work Order to provide the Service is licensed/owned by the Client.
vi)
Without prejudice to any other clause under the Client Work Order Form, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied within five (5) days as of notifying the Client in writing by the non-compliance. In the event the suspension shall continue for a period more than one (1) week, LDC reserves the right to terminate the Client Work Order immediately and the Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
g) Limitation of Liability
i)
Nothing under the Client Work Order Form shall operate to exclude or limit either Party's liability for:
- Death or personal injury caused by a Party's gross negligence or willful misconduct.
- Any other liability that cannot by law be excluded.
- Breach of either Party intellectual property rights and/or confidentiality obligation by the other Party.
ii)
The maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client under the Client Work Order Form during the last six (6) months that come before the occurrence of liability.
- In the event the precedent period is less than six (6) months, the maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client during the period that comes before the occurrence of liability.
iii)
The maximum amount of liability of the Client towards LDC shall not exceed the total amount paid by the Client under the Term of the Client Work Order Form.
iv)
Neither Party shall be liable to the other Party for any special, consequential, or indirect loss including loss of profit, loss of revenue, loss of data, loss of technology, even if the Party knew they were possible.
v)
For the avoidance of doubt, downtime caused, directly or indirectly, to the Service due to any of the following shall not be considered an Event of Default, and consequently LDC shall not be liable to compensate the Client:
- Scheduled or Emergency maintenance, unless the Service provided to the Client include disaster recovery side;
- a reason beyond the control of LDC; and
- unauthorized alteration of the Service by the Client.
I) Notices and notifications:
i)
In the event either Party changes any of its addresses which are indicated under the Client Work Order Form, such changing party must inform the other Party in writing by such changes, unless otherwise all notices\notifications sent to the old address will be effective and legally binding
j) No Partnership:
i)
Nothing in the Client Work Order Form shall be deemed to constitute a partnership between the Parties or establish a relationship of principal and agent or any other relationship of a similar nature between the Parties.
k) Assignment
i)
Neither Party will assign the Client Work Order Form hereunder to a third party without the prior written consent of the other Party.
ii)
As an exception to point (i) above, either Party reserves the right to assign the Client Work Order Form, totally or partially, to a third party after a prior written notice to the other Party in connection with (i) a merger, acquisition, or sale of all or substantially all of its assets, or (b) to one if its affiliate or as part of a corporate reorganization. The signature of Parties under the Client Work Order Form shall be deemed as an acceptance to such assignment.
L) In the event of any conflict between the terms of the Client Work Order Form and these Terms, the terms of the Client Work Order Form shall prevail.
m) General Terms and Conditions
| 1. The Client may use the co-location space only for the purposes of maintaining and operating computer and telecommunications equipment as necessary to support connections from Hardware to GPX network and from there to third parties. 1.2 The Client may request additional co-location services by submitting orders to LDC. Orders shall be effective when accepted by LDC. 1.3 GPX has the right prior to the interconnection of Hardware to GPX Network, to modify the location of co-location space. Furthermore, GPX reserves the right to require the Client to relocate any or all Hardware after notifying the Client via LDC. 1.4 The Client may not perform any construction or modification to the co-location space without prior written consent from LDC. The Client further agrees that all fixtures, alterations, additions, repairs, improvements and/or appurtenances attached to or built into on or about the co-location space shall be considered and shall remain fixtures and may not be removed by the Client. Upon termination or expiration of the Service, the Client must restore the co-location space to its original condition, reasonable wear and tear excepted. 2. Except as otherwise provided herein, the Client is responsible for all aspects of installation and removal of Hardware, including bringing appropriate related equipment, tools and packaging materials. The Client shall install Hardware in the co-location space after obtaining the appropriate authorization from LDC to access the premises. The Client shall remove all packaging for Hardware promptly after installation. In the event the Client use an agent or other third party to deliver, install or remove Hardware, the Client shall be solely responsible for the acts of such party. 2.1 At the Client’s option, LDC may remove and package Hardware and place it in a designated area for pick-up, on the condition that the Client either provides or pays for all needed packaging in addition to paying packaging fees and charges. If LDC is forced to remove or clean up after any Client activity, the Client shall pay all costs of such removal or clean-up. 2.2 Within Thirty (30) days after Service’s termination/expiration, the Client shall remove all Hardware and any other property from GPX’s premises and return the co-location space in the same condition as it was prior to the installation of Hardware. If the Client does not remove such Hardware and property within the aforementioned Thirty (30) day period, such Hardware or property shall automatically be deemed abandoned to LDC (collectively “Abandoned Equipment”). LDC, at its option, shall (i) remove and store any and all Abandoned Equipment or return Abandoned Equipment to the Client, (ii) dispose of the Abandoned Equipment without liability for any related damages, (iii) sell the Abandoned Equipment at any public or private sale, or (iv) assume ownership of the Abandoned Equipment. 3. Hardware’s Delivery: Parties agree that the Client shall be liable to deliver the Hardwar to LDC, at the agreed address of GPX, and within the agreed deadline. 3.1 Hardware’s Risk of Loss: In the event the Hardware is a rack(s), the Client shall assume and bear the risk of loss to the Hardware (rack) from any cause whatsoever until its implementation and test at GPX, and LDC shall assume and bear the risk of loss to the Hardware (rack) from any cause whatsoever if such loss is proved to be caused by GPX, during a period that start after the implementation and the test of the Hardware(rack) till the removal date of the Hardware(rack) from GPX. (i) In the event the Hardware is a server(s), the Client shall assume and bear the risk of loss to the Hardware (server) from any cause whatsoever until its delivery to LDC at GPX’s premises, and LDC shall assume and bear the risk of loss to the Hardware (server) from any cause whatsoever if such loss is proved to be caused by GPX, during a period that start as of the receiving date of the of the Hardware (server) by LDC at GPX premises till the removal date of the Hardware (server) from GPX. 3.2 Hardware ‘s Implementation: In the event the Hardware is a rack, the Client shall be liable to implement and test the Hardware (rack) under the supervision of LDC. | 3.2.1 In the event of any damage and/or loss caused by the Client, by the Hardware or by the Client’s contractors, agents or (i) In the event the Hardware is a server, LDC shall be liable to implement and test the Hardware (server). 3.2.1 In the event of any damage and/or loss caused by the Client, by the Hardware or by the Client’s contractors, agents or employees to GPX’s co-location space or to GPX’s equipment or to its other customers, the Client shall be liable to indemnify GPX for such damage and/or loss. 3.3 Upon the implementation of the Hardware at GPX, LDC Shall follow up if the technical functions of the Hardware located in the co-location space is working or facing any technical issue. 3.3.1 In the event of any defects and/or technical issues that might be in the Hardware, LDC shall inform the Client about such defects and/or technical issues in order to be remedied by the Client within the agreed time. 4. The Client agrees to comply at all times with the rules, policies, and co-location security and access Procedures of GPX while its presence at GPX’s premises, and the Client provide its acceptance to LDC in order to comply with GPX’s rules and instructions, if any, for the purpose of providing the Service. 5. The Client has the right to request physical access to the co-location space, and the request must be given to LDC at least 2 Business Days in advance explaining the reasons for the requests and providing names and capacities of individual(s) that will represent the Client to access the co-location space and providing a copy of its identity card. The access permits will be issued on one-time basis. (i) The physical access will be under the supervision of LDC. (ii) The identification card will be provided for entry to the co-location space, which identification card shall be surrendered upon demand. (iii) The Client shall not damage the co-location space, and/or any other equipment located in such space, unless otherwise the Client shall remedy and compensate for this damage. 5.1 Based on the Client’s employees, agents, or representative’s conduct, the right to visit and/or access to the co-location space and related premises can be suspended. 5.2 The right of access of the employees, agents, or representative of the Client can be terminated because of any security violations. 6. The Client shall be responsible for any unauthorized access to its Hardware through the Internet and any resulting use of GPX network. 7. The Client may perform any interconnection where both ends terminate within the Client’s own racks(s) and/or cabinet(s). Upon the Client’s written request, connections shall be provided between Hardware and GPX network, third-party carriers and other GPX customers, located within the co-location facility. With respect to ISPs of Class A and Class B, the Client shall be responsible, at its sole cost and expense, to procure alternate bandwidth directly from such ISPs. In no event may the Client bypass GPX network to connect to any other GPX customers, ISP, third party carrier, or any other entity located within the co-location facility. Use of any of the foregoing connections is subject to audit by GPX, who reserves the right to suspend any unauthorized connection. 8. The Client, for itself and on behalf of its officers, employees, agents, invitees and representatives, hereby represents and warrants that: 8.1 It shall not install or operate any equipment in the co-location space that impairs or interferes with the operations of GPX’s equipment or the use thereof by GPX or any of GPX’s customers. 8.2 It shall not permit any mechanic’s liens or other liens to be placed on the co-location space arising out of any work performed, materials ordered, or obligations incurred by the Client or by any other party on behalf of the Client. |
2) In respect of Client Work Order Form "Hosting"
2.1) Upon the Client signs the Client Work Order Form “Hosting”, the Client shall be liable to comply with the following terms and conditions:
a) LDC Obligations:
i)
LDC shall provide the Service in a professional manner and with all reasonable care and skill and, in particular, shall comply with the recognized trade standards in the sector for the Service.
ii)
LDC shall have the Client prior written notice of scheduled maintenance that is likely to affect the availability of the Service or are likely to have a material negative impact upon the Service.
iii)
LDC shall have the right to conduct emergency maintenance without sending prior notice to the Client.
b) Client Obligations:
i)
Client shall provide its obligations under the Client Work Order Form at all times in good faith and collaboration.
ii)
Client shall provide LDC with all information and data requested by LDC by supplying accurate and full documents which may be used by LDC for the performance of the Service, within the agreed deadline, and Client shall ensure that its employees cooperate fully with LDC’s staff.
-LDC shall not be liable for all consequences of any delay or un-performance by Client for any of Client’s obligations as defined under the Client Work Order Form/these Terms, and such delay or un-performance shall require the extension of any agreed timeline between Parties.
iii)
Client shall use all reasonable endeavors, including reasonable security measures relating to the administration of the Account access details, and to ensure that no third party may gain access to the Service or to the Account, unless otherwise the Client will inform immediately LDC in order to remedy such breach.
iv)
Client shall comply with all guidelines and decisions issued by the competent authorities in respect of the Service.
c) Warranties
i)
Each Party is an entity duly incorporated and validly existing in all respects under the laws of its country of incorporation with full power and authority to own its assets and to carry on its business as it is now being conducted.
ii)
Each party has all necessary consents, licenses, and approvals in connection with the entry into and performance of its obligations under the Client Work Oder Form.
iii)
The Client has all consents, licenses and approvals related to the Client’s Data or any other data provided by the Client under the Client Work Order Form, and the Client is totally liable to obtain any past, present, or future consents, licenses and approvals related to the Client’s Data or related to any other data provided by the Client under the Client Work Order Form.
iv)
Without prejudice to any other clause under the Client Work Order Form, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied within five (5) days as of notifying the Client in writing by the non-compliance, unless otherwise is stated by the NTRA. In the event the suspension shall continue for a period more than one (1) weeks, LDC reserves the right to terminate the Client Work Order Form immediately, and all fees paid to LDC in advance shall be non-refundable. The Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
d) Effect of Termination or expiration of the Client Work Order Form:
i)
Each Party shall immediately deliver to the other Party all that Party’s Propriety Information that are in its possession or under its control without the retention of any copies, notes or excerpts and unless instructed by the other Party in writing to destroy all or any part of such Materials, in which case such party shall immediately destroy the Materials as to which such instruction is given.
ii)
Unless otherwise expressly indicated under the Client Work Order Form, the Parties shall cease to use the intellectual property right of the other Party and cease to use all rights under the Client Work Order Form.
e) Confidentiality
i)
Proprietary Information shall include with no limitation all or part of either Party’s ("Disclosing Party") data, ideas, knowledge, techniques, designs, drawings, drafts, samples, databases of any kind, as well as technical, financial, commercial or industrial information, papers, books or any other business secret related to the Client Work Order Form, be it oral, written, in magnetic means or any other computer device, or graphic of any kind of documents or technology disclosed directly by the Disclosing Party to the other Party ("Recipient").
ii)
Proprietary Information shall not be the information that is (a) In the event the Recipient obtains written consent from the Disclosing Party which relieves the Recipient of the obligation of confidentiality, (b) In the event the Recipient obtains the information on a date prior to Disclosure of the information by the Disclosing party, (c) in the event that such information becomes available to the public without the Recipient breaching its obligation of confidentiality.
iii)
In the event the Client Work Order Form and/or the Proprietary Information are required by law, competent authority or a court order to be disclosed, provided that the Recipient, before disclosing the Client Work Order Form and/or the Proprietary Information, will give the Disclosing Party, where practicable, prompt notice of the receipt of such requirement in order to permit the Disclosing Party to seek to interpose an objection or obtain an order preventing or affecting such disclosure of its Proprietary Information and/or the Client Work Order Form.
iv)
The Recipient shall not disclose the Proprietary Information to any third party and shall be responsible for the safekeeping of and ensure the confidentiality of the Client Work Order Form and all the Proprietary Information of the Disclosing Party and shall use such Proprietary Information solely for the purpose of the Client Work Order Form. The Recipient shall return or destroy the Proprietary Information of the Disclosing Party upon the termination or expiration of the Client Work Order Form, or before that if the Disclosing Party requests that.
v)
The Proprietary Information may be revealed by the Recipient to its managers, employees, lawyers, consultants and\or accountants, only on a need-to-know basis and as necessary for the fulfilment of the obligations of the Recipient under the Client Work Order Form; notwithstanding this, the Recipient shall be responsible to ensure compliance by such individuals who shall be bound by confidentiality obligations arising out of these Terms.
vi)
In the event the Recipient violates this article, the Recipient shall indemnify the Disclosing Party from all damages and claims resulting from such violation.
vii)
The Recipient agree to keep the confidentiality of the Disclosing Party’s Proprietary Information for the duration of the Client Work Order Form, any Renewal Term(s) thereto, if applicable and shall survive and continue to apply after the termination of the Client Work Order Form for a period of one (1) year.
d) Effect of Termination or expiration of the Client Work Order Form:
i)
Each Party shall immediately deliver to the other Party all that Party’s Propriety Information that are in its possession or under its control without the retention of any copies, notes or excerpts and unless instructed by the other Party in writing to destroy all or any part of such Materials, in which case such party shall immediately destroy the Materials as to which such instruction is given.
ii)
Unless otherwise expressly indicated under the Client Work Order Form, the Parties shall cease to use the intellectual property right of the other Party and cease to use all rights under the Client Work Order Form.
f) Indemnifications
i)
Each Party shall fully indemnify ("Indemnifying Party") and hold the other Party ("Indemnified Party") harmless, from all and any direct losses, claims, demands, suits, actions of any nature, infringement of copyrights, electronic crimes, all costs and expenses, arising directly from or in connection of any aspect related directly to the Client Work Order Form, which result from breach, fraud, gross negligence or willful misconduct of its actions.
ii)
The Indemnifying Party at its owns expense, shall bear direct costs and losses resulting from its unlawful acts, infringements, in addition to any other rights and remedies as mentioned herein and/or stated by law.
iii)
The Indemnified Party shall (i) promptly notify the Indemnifying Party of all claims it becomes aware (provided that the failure or delay in providing such notice shall not relieve the Indemnifying Party’s obligations) and (ii) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of all Claims. The Indemnified Party(s) agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of all claims; provided, however, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on the Indemnified Party without its prior written consent.
g) Limitation of Liability
i)
Nothing under the Client Work Order Form shall operate to exclude or limit either Party's liability for:
- Death or personal injury caused by a Party's gross negligence or wilful misconduct.
- Any other liability that cannot by law be excluded.
- Breach of either Party intellectual property rights and/or confidentiality obligation by the other Party.
ii)
The maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client under the Client Work Order Form during the last three (3) months that come before the occurrence of liability.
- In the event the precedent period is less than three (3) months, the maximum amount of liability of LDC towards the Client shall not exceed the total amount paid by the Client during the period that comes before the occurrence of liability.
iii)
The maximum amount of liability of the Client towards LDC shall not exceed the total amount paid by the Client under the Term of the Client Work Order Form.
iv)
Neither Party shall be liable to the other Party for any special, consequential, or indirect loss including loss of profit, loss of revenue, loss of data, loss of technology, even if the Party knew they were possible.
v)
For the avoidance of doubt, downtime caused, directly or indirectly, to the Service due to any of the following shall not be considered an Event of Default, and consequently LDC shall not be liable to compensate the Client: (a) a Force Majeure Event; (b) Scheduled or Emergency maintenance, unless the Service provided to the Client include disaster recovery side; (c) a reason beyond the control of LDC, and (d) unauthorized alteration of the Service by the Client.
h) Intellectual Property Rights
i)
Nothing contained in the Client Work Ordre Form shall be interpreted as a transfer of LDC’s intellectual property rights to Client.
ii)
Without prejudice to any other clause under the Client Work Order Form/these Terms, LDC reserves the right to use the trade name, trademark and logo of the Client on LDC’s portfolio during and after the Term of the Client Work Order Form. The signature of the Client on the Client Work Order Form shall be deemed as an acceptance to such usage.
iii)
Client retains all rights, titles and interest in and all intellectual property rights of (a) the Client’s Data and (b) all information provided by the Client under the Client Work Order Form. The Client shall be liable of any lawsuits and claims that may arise from third parties in respect of the Client’s Data without any liability on LDC.
iv)
Client shall use the Service solely on a non-exclusive basis and for its own business purpose, and shall not use, rent or sell the Service to any third party. Unless otherwise the Client shall indemnify LDC for any unauthorized use for the Service.
v)
Parties agree that the hardware used under the Client Work Order Form to host the Service is licensed/owned by LDC.
vi)
Without prejudice to any other clause under the Client Work Order Form/these Terms, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied within five (5) days as of notifying the Client in writing by the non-compliance. In the event the suspension shall continue for a period more than one (1) week, LDC reserves the right to terminate the Client Work Order Form immediately and the Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
I) Notices and notifications:
i)
In the event either Party changes any of its addresses which are indicated under the Client Work Order Form, such changing party must inform the other Party in writing by such changes, unless otherwise all notices\notifications sent to the old address will be effective and legally binding.
j) No Partnership:
Nothing in the Client Work Order Form shall be deemed to constitute a partnership between the Parties or establish a relationship of principal and agent or any other relationship of a similar nature between the Parties.
k) Assignment
i)
Neither Party will assign the Client Work Order Form hereunder to a third party without the prior written consent of the other Party.
ii)
As an exception to point (i) above, either Party reserves the right to assign the Client Work Order Form, totally or partially, to a third party after a prior written notice to the other Party in connection with (i) a merger, acquisition, or sale of all or substantially all of its assets, or (b) to one if its affiliate or as part of a corporate reorganization. The signature of Parties under the Client Work Order Form shall be deemed as an acceptance to such assignment.
L)
In the event of any conflict between the terms of the Client Work Order Form and these Terms, the terms of the Client Work Order Form shall prevail.
3.In respect of Microsoft services, the following shall apply:
3.1 In respect of Client Work Order Form “Azure Cloud Hosting-Pay as you go”, the following terms and conditions shall apply, in addition to the terms and conditions that exist under sub-article 3.2 below, except sub-article (c) of article (3.2) below:
a) Warranties
i)
Each Party is an entity duly incorporated and validly existing in all respects under the laws of its country of incorporation with full power and authority to own its assets and to carry on its business as it is now being conducted.
ii)
Each Party has all necessary consents, licenses and approvals in connection with the entry into and performance of its obligations under the Client Work Order Form.
iii)
The Client has all consents, licenses and approvals related to the Client’s Data or any other data provided by the Client under the Client Work Order Form, and the Client is totally liable to obtain any past, present or future consents, licenses and approvals related to the Client’s Data or related to any other data provided by the Client under the Client Work Order Form.
iv)
Without prejudice to any other clause under the Client Work Order Form/these Terms, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied immediately or within a maximum period of five (5) days as of notifying the Client in writing by the non-compliance.
- In the event the suspension shall continue for a period more than five (5) days, LDC reserves the right to terminate the Client Work Order Form and the Client shall be liable to pay the due fees of the Consumption Subscription till the date of termination, including the dues of the suspension period. The Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
v)
Neither Party makes any other warranties, representations or conditions to the other Party related to the Client Work Order Form. To the maximum extent permitted by law, each Party disclaims any implied warranties related to the Client Work Order Form.
vi)
LDC and Microsoft makes no warranties, representations or conditions, assumes no liability as to items distributed under the name, copyright, trademarks or trade name other then LDC and Microsoft ("External Items"), that may be offered or combined with or incorporated into the Service. To the maximum extent permitted by law, Microsoft and LDC will have no liability in connection with such External Items, unless otherwise agreed in writing between the Parties.
vii)
The Client warrants to not reverse engineer, decompile, modify, or disassemble the Service.
3.2 In respect of the Client Work Order Form "Azure Cloud Hosting Reserved Instance", and the Client Work Order Form "License", the following terms and conditions shall apply:
a) LDC Obligations:
i)
LDC shall provide the Service as defined under the Client Work Order Form in a professional manner and with all reasonable care and skill and, in particular, shall comply with the recognized trade standards in the sector of the Service.
ii)
If applicable, LDC shall give the Client prior written notice of scheduled maintenance that are likely to affect the availability of the Service or are likely to have a material negative impact upon the Service.
iii)
If applicable, LDC shall have the right to conduct emergency maintenance without sending prior notice to the Client.
b) The Client shall:
i)
Client shall provide its obligations under the Client Work Order Form at all times in good faith and collaboration.
ii)
Client shall provide LDC with all information and data requested by LDC by supplying accurate and full documents which shall be used by LDC solely for the performance of the Service, within the agreed time between Parties, and Client shall ensure that its employees cooperate fully with LDC’s staff.
- LDC shall not be liable for all consequences of any delay or un-performance by Client for any of the Client’s obligations as defined under the Client Work Order For/these Terms, and such delay or un-performance may require the extension of any agreed timeline between Parties.
iii)
Client shall use all reasonable endeavors, including reasonable security measures relating to the administration of the Account access details, and to ensure that no third party may gain access to the Service or to the Account, unless otherwise the Client will inform immediately LDC in order to remedy such breach.
c) Warranties
i)
Each Party is an entity duly incorporated and validly existing in all respects under the laws of its country of incorporation with full power and authority to own its assets and to carry on its business as it is now being conducted.
ii)
Each Party has all necessary consents, licenses and approvals in connection with the entry into and performance of its obligations under the Client Work Order Form.
iii)
The Client has all consents and approvals related to the Client’s Data or any other data provided by the Client under the Client Work Order Form, and the Client is totally liable to obtain any past, present or future consents, licenses and approvals related to the Client’s Data or related to any other data provided by the Client under the Client Work Order Form.
iv)
Without prejudice to any cluse under the Client Work order Form/these terms, in the event the Client doesn’t comply with the terms and conditions of this article, LDC reserves the right to suspend the Service if such non-compliance has not been remedied immediately or within a maximum period of five (5) days as of notifying the Client in writing by the non-compliance.
- In the event the suspension shall continue for a period more than five (5) days, LDC reserves the right to terminate the Client Work Order Form and all fees paid to LDC in advance shall be non-refundable, and the Client shall be liable to pay the dues of the suspension period. The Client shall be liable to pay a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
v)
Neither Party makes any other warranties, representations or conditions to the other Party related to the Client Work Order Form. To the maximum extent permitted by law, each Party disclaims any implied warranties related to the Client Work Order Form.
vi)
LDC and Microsoft makes no warranties, representations or conditions, assumes no liability as to items distributed under the name, copyright, trademarks or trade name other then LDC and Microsoft ("External Items"), that may be offered or combined with or incorporated into the Service. To the maximum extent permitted by law, Microsoft and LDC will have no liability in connection with such External Items, unless otherwise agreed in writing between the Parties.
vii)
The Client warrants to not reverse engineer, decompile, modify, or disassemble the Service.
d) Term and termination:
i)
Without prejudice to any clause under the Client Work Order Form, either Party may also terminate the Client Work Order Form immediately upon written notice to the defaulting party due to the defaulting party’s breach of confidentiality.
ii)
Without prejudice to any clause under the Client Work Order Form, either Party may also terminate the Client Work Order Form immediately upon written notice to the other Party due to the infringement, misappropriation or violation of Client’s, Microsoft’s and\or LDC’s intellectual property rights.
iii)
Effect of Termination/Expiration
- Each Party shall immediately deliver to the other Party all of that Party’s Propriety Information that are in its possession or under its control without the retention of any copies, notes unless (i) the law allow to retain some Propriety Information, and\or (ii) instructed by the other Party in writing to destroy all or any part of such Property Information, in which case such Party shall immediately destroy the Property Information as to which such instruction is given.
- Each Party shall cooperate to provide all information to the other Party as may be reasonably required to give effect to such termination or expiration.
- Parties shall cease to use the intellectual property rights of the other Party and cease to use all rights under the Client Work Order Form, unless otherwise is expressly indicated under the Client Work Order Form.
- If applicable, the duration of migration of the Client’s Data will be agreed in writing between Parties. The Client may bear an additional charge agreed between Parties due to such migration.
e) Confidentiality
i)
Proprietary Information shall include with no limitation all or part of either Party’s ("Disclosing Party") data, ideas, knowledge, techniques, designs, drawings, drafts, samples, databases of any kind, as well as technical, financial, commercial or industrial information, papers, books or any other business secret related to the Client Work Order Form, be it oral, written, in magnetic means or any other computer device, or graphic of any kind of documents or technology supplied directly to the other Party ("Recipient").
ii)
Proprietary Information shall not be the information that is either (a) publicly known, (b) the Recipient may prove that it was in its possession by legitimate means before the said information was provided by the Disclosing Party, or (c) has been massively revealed without any limitation by its legitimate creator.
iii)
In the event the Property Information is required to be disclosed by law, competent authority or a court order, the Recipient, before disclosing such Property Information, shall give the Disclosing Party, where practicable, prompt notice of the receipt of such requirement in order to permit the Disclosing Party to seek to interpose an objection or obtain an order preventing such disclosure of its Proprietary Information.
- Parties agree that, as and to the extent required by any Law, Client shall (i) notify the individual users of the Service that their Personal Data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities when required by applicable Law as determined by LDC; and (ii) obtain individual users’ consent to the same.
iv)
The Proprietary Information may be revealed by the Recipient to its managers, employees, lawyers, accountants, and consultants, only on a need-to-know basis and as necessary for the fulfillment of the obligations of the Recipient under the Client Work Order Form; notwithstanding this, the Recipient shall be responsible to ensure compliance by such individuals who shall be bound by confidentiality obligations arising out of these Terms.
- LDC reserves the right to disclose the Proprietary Information to Microsoft solely for the purpose of providing the Service to Client.
v)
The Recipient shall be responsible for the safekeeping of and ensure that the Client Work Order Form, the Proprietary Information and any copies that it may have thereof are kept confidential, private and restricted at all times in accordance with these Terms.
vi)
The Parties agree that the restrictions included under this article shall continue for the duration of the client Work Order Form, any Renewal Term(s) thereto, if applicable and shall survive and continue to apply after the termination of expiration of the Client Work Order Form of one (1) year.
f) Indemnifications
i)
Each Party ("Indemnifying Party") shall fully indemnify and hold the other Party ("Indemnified Party") harmless, from all and any direct losses, damages, claims, demands, suits, all costs and expenses, claims or accusations of infringement, arising directly from or in connection of any aspect related directly to the execution of the Client Work Order Form which result from breach, fraud, gross negligence or willful misconduct of the Indemnifying Party’s actions.
ii)
The Indemnifying Party at its owns expense, shall bear direct costs and losses resulting from its unlawful acts, infringements, in addition to any other rights and remedies as mentioned herein and/or stated by law.
iii)
The Indemnified Party shall (i) promptly notify the Indemnifying Party of all claims it becomes aware (provided that a failure or delay in providing such notice shall not relieve the Indemnifying Party’s obligations) and (ii) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of all Claims. The Indemnified Party(s) agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of all claims; provided, however, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on the Indemnified Party without its prior written consent.
g) Limitation of Liability
i)
Nothing in the Client Work Order Form shall operate to exclude or limit either Party's liability for:
-Death or personal injury caused by a Party's gross negligence or willful misconduct.
-Any other liability which cannot by law be excluded.
-Breach of LDC’s intellectual property rights and the breach of the obligation of confidentiality by the Client.
-Breach of Microsoft ‘s terms and conditions.
ii)
The maximum amount of liability of the Client towards LDC shall not exceed 100% of the fees due by the Client to LDC during the twelve (12) months period that comes before the occurrence of liability.
- In the event the precedent period is less than twelve (12) months, the maximum amount of liability of the Client towards LDC shall not exceed the monthly fees paid by the Client multiple by twelve (12).
iii)
The maximum amount of liability of LDC towards the Client shall not exceed 100% of the fees due by the Client to LDC during the two (2) months period that comes before the occurrence of liability.
iv)
Without prejudice to the above and other obligations arising under the Client Work Order Form, neither Party shall be liable to the other Party for any indirect loss, indirect damage, loss of profit, loss of data, loss of business, and loss of revenue even if the Party knew they were possible.
v)
For the avoidance of doubt, downtime caused directly or indirectly to the Service due to any of the following shall not be considered an event of breach, and consequently LDC shall not be liable for any compensation to the Client: (a) a Force Majeure Event; (b) scheduled or emergency maintenance, unless the Service provided to the Client include disaster recovery side; (c) violation made by the Client; and (d) a reason beyond the control of LDC; (e) unauthorized alteration of the Service by the Client, (f) continue using the Service after notifying the Client to stop using the Service; (g) combination of the Service with any non-Microsoft product, data or business process; and (h) damages attributable to the value of the use of a non-Microsoft product, data or business process.
h) Intellectual Property Rights
i)
Nothing contained in the Client Work Order Form shall be interpreted as a transfer of either Party’s intellectual property rights to the other Party, which shall remain the sole property of its owner.
- Without prejudice to any other clause under the Client Work Order Form, LDC reserves the right to use the trade name, trademark, and logo of the Client on LDC’s portfolio during and after the Term of the Client Work Order Form. The signature of the Client on the Client Work Order Form shall be deemed as an acceptance to such usage.
ii)
Client retain all rights, titles and interest in, and all intellectual property rights of the Client’s Data, its Proprietary Information and all information provided by the Client under the Client Work Order Form. The Client shall be liable of any lawsuits and claims that may arise from third parties in respect of the Client’s Data without any liability on LDC.
iii)
Client shall use the Service solely for its own business use, and shall not display, rent or sell the Service to any third party. Unless otherwise the Client shall indemnify LDC for any unauthorized use.
iv)
Without prejudice to any other clause under the Client Work Order Form, in the event the Client doesn’t comply with the terms and conditions of this article, the Client shall be liable to pay (i) a consensual compensation, not subject to the judicial supervision, equal to 50% of the Service’s total due amount of the initial term/renewal term where the breach has occurred, in addition to any other remedies stated by law.
I) Notices and Notifications: In the event either Party change any of its address which are indicated under the Client Work Order Form, the changing Party shall notify the other Party by the changes, unless otherwise all notices/notifications sent to the old address shall be effective and legally binding.
j)
Nothing in the Client Work Order Form shall be deemed to constitute a partnership between Parties or establish a relationship of principal and agent or any other relationship of a similar nature between the Parties or entitle any Party to commit or bind any other Party in any manner.
k) Assignment
i)
Neither Party will assign the Client Work Order Form to a third party without the prior written consent of the other Party.
ii)
As an exception to point (i) above, LDC may assign the Client Work Order Form partially or totally to a third party in connection with (i) a merger, acquisition, or sale of all of its assets, or (b) to one if its affiliate or as part of a corporate reorganization, and the signature of the Client on the Client Work Order Form shall be deemed as an acceptance to such assignment.
L)
In the event of any conflict between the terms of the Client Work Order Form and these Terms, the terms of the Client Work Order Form shall prevail.
m) Microsoft’s Terms and Conditions
| 1- Client shall be liable to sign the Customer Agreement with Microsoft prior to ordering any Service from LDC. By placing an order by the Client, the Client represents and warrant that the Client has accepted the Customer Agreement. Consequently, in the event the Client doesn’t sign the Customer Agreement, or such Customer agreement is terminated with the Client, such Client shall not have the right to order any Service. 2- Microsoft may update the Customer Agreement, then Client must accept the new Customer Agreement prior to or at the submission of a subsequent order or the renewal of the Client’s subscription. 3-The usage of Client for the Service must be consistent with the Customer Agreement. 4- In the event the Client doesn’t accept the Customer Agreement, Microsoft reserves the right to suspend the provision of the Service, and Client shall be liable to Microsoft and\or LDC for any costs and damages incurred by Microsoft and\or LDC as a result of failure to accept the Customer Agreement. 5- Microsoft may terminate any Client's status as a Client at any time. Microsoft will promptly notify LDC of the termination of its Client. Following such notice, LDC will notify the Client and promptly stop collecting Service’s order(s) from the terminated Client; Microsoft may refuse to provide the Service’s order(s) submitted after the termination of Client. LDC will also stop delivery of any program information and materials to the terminated Client. Termination will not affect the Client’s obligation to file the next required order or report, if any. If Microsoft terminates a Client, Client will not have any claim against Microsoft and\or LDC for damages or lost profits resulting from the termination. LDC will be entitled to invoice the Client for the Service’s order(s) that the Client ordered before termination. 6- Microsoft may temporarily disable the Service subscription of Client for legal or regulatory reasons or as otherwise permitted under the Customer Agreement. Microsoft will notify LDC of such a disablement as soon as commercially reasonable. 7- If a Service’s subscription of the Client is cancelled by Microsoft before its term expires and during LDC's billing cycle, (i) Microsoft will provide a prorated credit for the un-used pre-paid portion of the canceled Service subscription in LDC's subsequent invoice, provided that such cancellation is not due to any violation of the terms of the Customer Agreement by Client. 8- Microsoft makes certain service level commitments to Client in the SLA. If a Client makes a claim on the SLA, LDC must promptly escalate the claim to Microsoft for review. Microsoft will review the claim according to the standard SLA review process. Microsoft will then apply any credit due on LDC’s next billing reconciliation report. | LDC must then credit the Client that submitted the SLA claim at least the amount Microsoft has paid LDC for the SLA credit. Client is eligible for credits not to exceed the total monthly Subscription estimated retail price. 9- Proof of License: Microsoft may issue license confirmations to Client or provide the Client with access to a secure website with Client licensing information. LDC will only deliver or facilitate the delivery of license confirmations to Client who are entitled to receive them under a Customer Agreement. LDC will not change any written confirmation of a license that Microsoft provides to a Client. 10- Microsoft may reject any purchase order for a software offer, in whole or part, within ten (10) days from the receipt of LDC's order. Microsoft will notify LDC if Microsoft rejects any order, consequently LDC shall notify the Client by such cancellation. 11-LDC will have sixty (60) days from the purchase order Date to submit any revisions to such purchase order. All revision requests must be accompanied by supporting Client documentation as required by Microsoft and will be subject to Microsoft’s review and approval. Microsoft may, in its sole discretion, decide to charge a handling fee of 5% of the value of any purchase order revision submitted and approved after sixty (60) days. 12- Microsoft may collect, use, transfer, disclose and otherwise process each Client’s Data, including personal data as described under the Customer Agreement. 13- Microsoft reserves the right to unilaterally modify the Service’s terms and conditions from time to time. Microsoft will provide LDC by such changes in advance, and consequently LDC shall notify the Client. 14- Microsoft may update, or otherwise modify, the Service to add new features or functionality at any time. 15- Microsoft will provide LDC in advance before discontinuing the Service or removing any existing features or functionality of the Service, unless such discontinuance or removal relates to a currency fluctuation event, and consequently LDC shall notify the Client in advance. 16- In the event of terminating the authorization provided by Microsoft to LDC in order to resell the Service to the Client: (i) Microsoft may continue to provide the Service to LDC in respect of Client with an active Subscription for the shorter of twelve (12) months or the minimum period of required performance by LDC under the applicable customer agreement. (ii) LDC may continue to provide the Service to Client with a binding Customer Agreement for the shorter of twelve (12) months or the minimum period of required performance by LDC under the applicable customer agreement. (iii) LDC and Microsoft will work in good faith to develop and specify options available to existing Client at the end of such period and issue any necessary communication to such Client describing such options. |
Definitions
In respect of the Terms related to the Client Work Order Form “Co-location”, the following definitions shall apply:
Account: means an online account created by LDC to enable the Client to, including with no limitation, monitor the Service and make technical request(s) to LDC.
Client: means the entity who signed the Client Work Order Form.
Client’s Data: means all data and content (i) generated as a result of the use of the Service by the Client, (ii) uploaded to or stored on the server(s) by the Client, or by LDC/third party on behalf of the Client, and\or (iii) provided by the Client under the Client Work Order.
Hardware: means the equipment owned by the Client and located in the co-location space which is assigned to the Client at GPX’s premises in order to provide the Service to the Client.
Service: means the service provided by LDC as described under the relevant Client Work Order Form.
Party: means LDC and Client individually.
Parties: means LDC and Client collectively.
Term: means the initial term, together with any renewal term(s) of the Client Work Order Form.
In respect of the Client Work Order Form "Hosting", the following definitions shall apply:
Account: means an online account created by LDC to enable the Client to, including with no limitation, monitor the Service and make technical request(s) to LDC.
Client: means the entity who signed the Client Work Order Form. Client’s Data: means all data and content(i) generated as a result of the use of the Service by the Client, (ii) uploaded to or stored on the server(s) by the Client, or by LDC/third party on behalf of the Client, and\or (iii) provided by the Client under the Client Work Order Form.
Client’s Data: means all data and content(i) generated as a result of the use of the Service by the Client, (ii) uploaded to or stored on the server(s) by the Client, or by LDC/third party on behalf of the Client, and\or (iii) provided by the Client under the Client Work Order Form.
Service: means the service provided by LDC as described under the relevant Client Work Order Form.
Party: means LDC and Client individually.
Parties: means LDC and Client collectively.
Term: means the initial term, together with any renewal term(s) of the Client Work Order Form.
In respect of Client Work Order Form "Azure Cloud Hosting-Pay as you go", the following definitions shall apply:
Client: means the entity who signed the Client Work Order Form.
Client’s Data: means all data, including all text, sound, software, image or video files that are provided to Microsoft and/or to LDC by, or on behalf of, Client through the use of the Service.
Service: means the service provided by LDC as described under the relevant Client Work Order Form.
Party: means LDC and Client individually.
In respect of the Client Work Order Form "Azure Cloud Hosting Reserved Instance", and the Client Work Order Form "License", the following definitions shall apply:
Account: means an online account on Microsoft portal that enables the Client to, including with no limitation, monitor the Service and to request technical support.
Client: means the entity who signed the Client Work Order Form. Client’s Data: means all data, including all text, sound, software, image or video files that are provided to Microsoft and/or to LDC by, or on behalf of, Client through the use of the Service. Customer Agreement: means an agreement signed between Microsoft and Client in connection with the Service.
Client’s Data: means all data, including all text, sound, software, image or video files that are provided to Microsoft and/or to LDC by, or on behalf of, Client through the use of the Service. Customer Agreement: means an agreement signed between Microsoft and Client in connection with the Service.
Service: means the service provided by LDC as described under the relevant Client Work Order Form.
Party: means LDC and Client individually.
Parties: means LDC and Client collectively.
Term: means the initial term, together with any renewal term(s) of the Client Work Order Form.